LICENSE AGREEMENT for Azure Marketplace Users IMPORTANT: BEFORE USING THE SOFTWARE, PLEASE READ THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SOFTWARE OBTAINED THROUGH AZURE MARKET PLACE OPERATED BY MICROSOFT. This Agreement is a legal agreement between (i) you and any entity you represent (“you”) and (ii) Sony Semiconductor Solutions Corporation (“Sony”). This Agreement governs your rights and obligations regarding the use of the software components named “Console Enterprise Edition”, whose functions are designated in the Exhibit A (“Functions”) owned by Sony and/or its third party licensors (including Sony’s parent company and affiliates) and their respective affiliates (collectively, the “THIRD-PARTY LICENSORS”) made available to you through Azure Marketplace in connection with the Order, together with any updates/upgrades, any printed, on-line or other electronic documentation for such software, API and any data files, each provided by Sony or the THIRD-PARTY LICENSORS (collectively, the “SOFTWARE”). Notwithstanding the foregoing, any software in the SOFTWARE having a separate end user license agreement (including, but not limited to, GNU General Public license and Lesser/Library General Public License), which shall be covered by such applicable separate end user license agreement in lieu of the terms of this Agreement to the extent required by such separate end user license agreement. Further, you are solely responsible for complying all Microsoft and other applicable third-party terms, policies and licenses governing your use of the SOFTARE at your hosted system, service, platform, device, sites, network, System or Service (as defined in the Section 2.1 (i)). For the avoidance of doubt, the term SOFTWARE does not include Sony’s software, product or service to which you may buy, subscribe or obtain a license outside of Azure Marketplace, which are subject to each applicable terms. 1.　　DEFINITIONS “API” means an application programming interface provided and designated by Sony for the purpose of fee calculation in connection with the use of SOFTWARE. “Azure Marketplace” means the online software and service catalog operated by Microsoft. “Confidential Information” means (i) the SOFTWARE and (ii) any and all confidential and proprietary information designated or marked thereon as confidential, or if orally or visually disclosed, are identified as confidential at the time of disclosure and confirmed by a written resume with “Confidential” marking within thirty (30) days after the date of such disclosure. “Intellectual Property” means any and all intellectual property rights, including, but not limited to, rights　in patents, industrial designs, utility models, trademarks, service marks, trade dresses, trade secrets, copyrights, mask-work, and other protecting intangible property or proprietary information recognized by law of any country or jurisdiction throughout the world. “Intellectual Property Rights” means the right to apply for protection of the Intellectual Property. “Microsoft” means Microsoft Corporation and its affiliates. “Order” means each separate order or contract for the use of the SOFTWARE pursuant to this Agreement: (a) completed and submitted by you through Azure Marketplace and accepted by Sony or (b) entered into between you and Sony separately with this Agreement. “Permitted User(s)” means any third-party contractor(s) authorized by you to use the SOFTWARE. “Product(s)” means your or third party’s camera device(s) with Sony’s image sensor product(s) named IMX500 mounted. 2.　　GRANT OF LICENSE 2.1　 Subject to the terms and conditions of this Agreement, Order and the instructions made available to you by Sony, and expressly conditioned upon your timely payment of all applicable amounts due hereunder in accordance with the terms and conditions of this Agreement and Order, Sony grants you a limited, non-transferable, non-exclusive license during the term of this Agreement: (i) to use the SOFTWARE for the purpose of developing and managing your system or service operating with the Products (such system or service shall be “System”, “Service” or collectively, “System or Service” and such purpose shall be “Purpose”). (ii) to use, sell, license or otherwise distribute the System or Service, only in the format of binary code or obfuscated source code, at Sony’s platform named “AITRIOS”, “Azure Marketplace” or any other platforms separately agreed by you and Sony. (iii) to allow your customers to access and use the System or Service through Sony’s platform named “AITRIOS”, “Azure Marketplace” or any other platforms separately agreed by you and Sony. 2.2　 Except as expressly provided in this Agreement, all rights, title, and interests in and to the SOFTWARE shall remain vested in Sony and/or the THIRD-PARTY LICENSORS, and no other licenses or rights are granted or to be implied to you in connection with the SOFTWARE. 2.3　 You are explicitly prohibited to: (i) decompile, disassemble, reverse engineer or analyze the SOFTWARE; (ii) disable, tamper with or otherwise circumvent any function or mechanism implemented/incorporated in the SOFTWARE for administrative and/or operation purpose, including, but not limited to content protection, API, access control or fee calculation related to the use of the SOFTWARE; (iii) modify the SOFTWARE (especially, change to parameter and log of the SOFTWARE); (iv) use any “open source” software (e.g. software distributed under the license of “GPL,” “LGPL” or “Apache” etc.) in such a way that would cause any part of the SOFTWARE to be subject to the license obligations or other intellectual property-related terms of such open source software license, including (a) the obligations that any part of the SOFTWARE is disclosed or distributed as source code, is licensed for the purpose of making derivatives thereof, or is mandatory redistributed, or (b) terms that in any way restrict, limit or adversely affect the exercise or enforcement by Sony or the THIRD-PARTY LICENSORS of their Intellectual Property Rights, contrary to the terms and conditions of this Agreement; (v) distribute, sub-license, sell or offer for sale the SOFTWARE without implementing it into the System or Service in the way that the SOFTWARE cannot be extracted; (vi) provide or transmit any personal information to Sony without Sony’s prior consent other than the personal information provided by you pursuant to Section 10.11. (vii) violate or to conduct any activities which are likely to violate proprietary and personal rights, including the Intellectual Property Rights and publicity rights of Sony or any third party including the THIRD-PARTY LICENSORS; (viii) exercise the rights granted under subsection (i) or (ii) of Section 2.1 of this Agreement in a way prohibited by law, regulation, governmental order or by this Agreement. 2.4　 If you provide to Sony feedback or suggestions regarding the SOFTWARE thereof (the “Feedback”),　then you (i) grant Sony a transferable, non-exclusive, worldwide, royalty-free, fully paid-up, perpetual license with right to sublicense to use and incorporate the Feedback into the SOFTWARE and Sony’s other products and to reproduce, distribute and otherwise exploit such SOFTWARE or products in any medium, and (ii) acknowledges that the SOFTWARE and products incorporating or based on the Feedback shall be the sole and exclusive property of Sony. 2.5　 You may allow the Permitted Users to use the SOFTWARE to perform the limited rights provided in Sections 2.1; provided that you will ensure that the Permitted Users will be bound by the same terms and conditions of this Agreement and acknowledge that failure of the Permitted Users to perform the obligation stipulated hereunder shall constitute a breach of this Agreement by you. 2.6　 You shall only be able to continue using the SOFTWARE by keeping and maintaining the linkage between the System or Service and API in the way instructed by Sony, and you shall prepare all the necessary equipment, including the Products, computer equipment and network infrastructure, which are necessary for exercising the rights granted under subsection (i) or (ii) of Section 2.1 of this Agreement at your own expense. 3.　　TERM AND TERMINATION 3.1 This Agreement shall become effective on the date you agree with this Agreement and Order through Azure Marketplace and shall continue in force until the termination of this Agreement. 3.2 You may terminate this Agreement, with or without cause, by sending written notice of termination to Sony and, unless a later date is specified in such notice, termination shall be effective ninety (90) days after the date such notice is given to Sony. 3.3 Should you breach any provision of this Agreement and should Sony notify you in writing, stating in such notice the obligations which you have failed to perform, and should you within five (5) business days after Sony giving you such notice, fail to remedy such breach, Sony may at its sole discretion terminate this Agreement by sending a written notice to you. 3.4　 Without prejudice to any right or remedy under this Agreement, this Agreement or any part thereof may　be terminated by Sony immediately by sending a notice to you, if you: (i) cease to function as a going concern or loses its business license, permission and/or authorization 　necessary to perform its obligations under this Agreement; (ii) become involved in financial difficulties including the appointment of a receiver, service of a writ of execution or a writ of attachment, a moratorium on indebtedness, the filing of a petition in bankruptcy, an assignment on behalf of its creditors or any other proceeding concerning dissolution, cessation of operations, reorganization of indebtedness or the like; (iii) are subject to a change in control resulting from a merger, acquisition, or sale of assets or stock; (iv) assign or attempt to assign this Agreement or any rights and/or obligation thereunder to a third party not in accordance with Section 10.6; (v) breach your obligation under Sections 2.3; (vi) breach any applicable laws and regulations with respect to privacy and personal information; (vii) are highly probable to engage in dealings which are restricted or prohibited under applicable export control laws and economic sanctions of any competent sovereign governmental authority or the United Nations; or (viii) are highly probable to develop the service utilizing the SOFTWARE for any public organizations established for purposes of maintaining public order and/or security (e.g. military, police, public safety commission or intelligence agency). (ix) act in a way Sony deems inappropriate and Sony deems it necessary to terminate this Agreement. 3.5　 Without prejudice to any rights under Sections 3.3 and 3.4, Sony may, at its sole discretion, terminate this Agreement or any part thereof at any time on thirty (30) days prior notice to you without prejudice to any right or remedy of Sony. 3.6 Upon any termination of this Agreement, you will immediately discontinue any use of the SOFTWARE and other Confidential Information and return thereof to Sony and/or, if Sony so request, destroy any or all copies thereof, if any, in accordance with Sony’s request and provide Sony with a written certification of such destruction or erasure. For the avoidance of doubt, you have no right to continue to sell, distribute, license, operate or provide access to your System or Service to your customers after the termination of the Agreement. 3.7　 The provisions of Sections 1 (Definitions), 2.2, 2.3, 2.4, 2.5, 3.6, 3.7, 4 (Confidentiality), 5 (Fees and Payment), 6 (No Warranty, No Support, Indemnification and Limitation of Liability), 7 (High Risk Activities), 8 (Compliance with Laws) , 9 (Exclusion of Anti-Social Forces), and 10 (General) shall survive termination or expiry of this Agreement. 4.　　CONFIDENTIALITY 4.1　During the term of this Agreement and for a period of three (3) years thereafter, you shall agree: (i) not to use the Confidential Information for any purpose other than to exercise its rights granted under Section 2 hereof and to perform its obligation hereunder. (ii) to protect the Confidential Information at least the same degree of care that you use to protect your own confidential and proprietary information of similar importance, but no less than a reasonable degree of care (by way of example, not commingling with any other company’s information, transmitting in a secure method); (iii) not to disclose, publish, or disseminate the Confidential Information to anyone other than its directors, officers, employees, accountants or counsel who have a need to know the Confidential Information and who are bound by written agreement that prohibits unauthorized disclosure or use of the Confidential Information that is at least as protective as your obligations hereunder; (iv) to ensure that all tangible materials relating to or containing the Confidential Information be maintained in certain areas or storages which are secluded from any access of third parties or its directors, officers, employees, accountants or counsel whose duties do not justify a need-to-know and plainly marked to indicate the confidential nature thereof to prevent unauthorized use or reproduction thereof; (v) not to make copies or reproductions of the Confidential Information which is clearly marked “Do Not Copy” or other instruction of similar nature at the time of disclosure; and (vi) not to disassemble, reverse engineer or otherwise analyze the samples, software and/or firmware contained in the Confidential Information or allow third parties to do so. 4.2　Notwithstanding the foregoing, the above-mentioned obligations and limitations shall not apply to the Confidential Information that: (a) was already known by you at the time of disclosure; (b) is obtained by you from a third party lawfully in possession thereof without restriction of disclosure or use; (c) is or becomes part of the public domain through no fault of yours; or (d) is independently ascertained or developed by or for you without use of such Confidential Information. 4.3　You may disclose the Confidential Information to third parties if requested by government authorities or required by law, ordinance, rule, regulation or court order applicable to you, provided that you shall make reasonable efforts to give Sony prior written notice of such requirement together with a copy of the information to be disclosed and shall take reasonable steps to obtain confidential treatment of the Confidential Information. 4.4　You shall, at the request of Sony, in accordance with the instruction of Sony, either (x) return to Sony　all Confidential Information or (y) destroy and/or erase all Confidential Information and provide Sony　with a written certification that all Confidential Information has been destroyed or erased. 4.5　You shall, upon request of Sony, provide Sony with a written report as to how the Confidential　Information is kept, stored and/or used by you, and shall notify Sony immediately of any suspected, potential, or actual divulgation, loss, or theft of materials embodying the Confidential Information, or breach of any confidentiality obligation hereunder. 4.6 Notwithstanding the provision of Section 4.1, you may disclose the Confidential Information to the Permitted Users solely for the purpose to exercise its right under Section 2.1 subject to the provision set forth in Section 2.1. 4.7　You agree that your breach of this Section might result in irreparable harm to Sony and therefore notwithstanding the provisions of Section 10.2, Sony may seek injunctive or other equitable relief to enforce this provision in any competent jurisdiction. 5. FEES AND PAYMENT 5.1 In consideration for the use of the SOFTWARE, you shall pay to Sony the fees set out on the website of Azure Marketplace and Order or otherwise any other applicable fees as agreed upon by you and Sony, and you shall pay those fees in accordance with this Agreement, Order and instructions provided by Microsoft and/or Sony. All fees are in USD (United States Dollars) and Sony may revise those fees by providing reasonable prior notice. 5.2 You understand and agree that in no event, Sony shall refund any of the considerations once paid by you to Sony hereunder unless otherwise agreed by you and Sony. 5.3 During the term of this Agreement and for a period of two (2) years thereafter, you shall maintain complete and accurate books, records and accounts as are reasonably necessary to verify the payment of fees made by you hereunder; and Sony and/or its authorized representatives or agents may audit your books, records (including electronic records), contracts and/or accounts to verify that you have complied with its obligations under this Agreement, by giving to you three (3) days prior written notice. 5.4 Sony reserves the right to terminate this Agreement and Order with no penalty or liability to you where Microsoft fails to timely pay amounts due in respect of the fees set forth in Section 5.1. 6.　　NO WARRANTY, NO SUPPORT, INDEMNIFICATION AND LIMITATION OF LIABILITY 6.1　 YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT YOU ARE RESPONSIBLE FOR THE USE OF THE SOFTWARE　AND　THE SYSTEM OR SERVICE. THE SOFTWARE AND ANY OTHER MATERIALS PROVIDED BY SONY IS PROVIDED “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY, DUTY OR CONDITION OF ANY KIND. SONY EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SONY DOES NOT WARRANT OR MAKE ANY CONDITIONS OR REPRESENTATIONS (A) THAT THE FUNCTIONS CONTAINED IN ANY OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE UPDATED, (B) THAT THE OPERATION OR USE OF ANY OF THE SOFTWARE WILL BE CORRECT OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED, (C) THAT THE SOFTWARE WILL NOT DAMAGE ANY OTHER SOFTWARE, HARDWARE OR DATA, (D) THAT ANY SOFTWARE, NETWORK SERVICES (INCLUDING THE INTERNET) OR PRODUCTS (OTHER THAN THE SOFTWARE) UPON WHICH THE SOFTWARE PERFORMANCE DEPENDS WILL CONTINUE TO BE AVAILABLE, UNINTERRUPTED OR UNMODIFIED, (E) THAT THE SOFTWARE OR ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH THE SOFTWARE IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK AND (F) REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. 6.2 Under this Agreement, Sony may provide support for your use of the SOFTWARE at its sole discretion, but in no event shall Sony be obliged to provide any support;. You acknowledge and agree that Sony or the THIRD-PARTY LICENSORS, but from time to time, may suspend, automatically update or otherwise modify the SOFTWARE, including, but not limited to, for purposes of enhancement of security functions, error correction and improvement of Functions, at such time as you interact with Sony’s or third parties’ servers, or otherwise. Such updates or modifications may delete or change the nature of features or other aspects of the SOFTWARE, including, but not limited to, Functions you may rely upon. You acknowledge and agree that such activities may occur at Sony’s sole discretion and that Sony may condition continued use of the SOFTWARE upon your complete installation or acceptance of such update or modifications. Any updates/modifications shall be deemed to be, and shall constitute part of, the SOFTWARE for purposes of this Agreement. 6.3 You shall at its cost and expense defend Sony, the THIRD-PARTY LICENSORS and their respective officers, directors, employees, agents, contractors, distributors, dealers and end-users (collectively, the “Indemnified Parties”) harmless from and against any and all loss, damage, cost, expense or liability (including attorneys’ fees, experts’ fees and court costs) suffered or incurred by the Indemnified Parties as the result of or in connection with your violation of any of provisions of this Agreement. 6.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, SONY SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY RELATED TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE SOFTWARE, DOWN TIME AND USER’S TIME, EVEN IF ANY OF THEM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SONY’S LIABILITIES TO YOU FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AGGREGATED AMOUNT OF THE LICENSE ROYALTIES OR ONE MILLION (1,000,000) JAPANESE YEN, WHICHEVER IS LOWER. SONY SHALL IN NO EVENT HAVE ANY LIABILITIES TO YOU OR ANY AUTHORIZED USERS FOR ANY LOSSES ARISING OUT OF OR RELATING TO THE SYSTEM OR SERVICE, AZURE MARKETPLACE OR YOUR AGREEMENT(S) WITH MICROSOFT. 7.　　HIGH RISK ACTIVITIES The SOFTWARE is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the SOFTWARE could lead to death, personal injury, or severe physical or environmental damage. Sony and the THIRD-PARTY LICENSORS specifically disclaim any express or implied warranty, duty or condition of fitness for such high risk activities as set forth in the preceding sentence. Further, you must recognize that certain technologies and/or use cases may contain higher risks. You must complete assessments requested by Sony to identify intended uses and their risks. You acknowledged and agreed that certain technologies and/or use cases will not be supported by Sony after being apprised of any potential risks. 8.　　COMPLIANCE WITH LAWS You shall comply with all applicable laws, ordinances, rules and regulations in its performance under this Agreement. Especially, you shall comply with all applicable export, import and re-export restrictions and regulations of the area or country in which you operate, export or import the SOFTWARE, and not to transfer, or authorize the transfer, of the SOFTWARE to a prohibited country or otherwise in violation of any such restrictions or regulations. Further, you and your respective customers are responsible for, and assume all liability for, ensuring that System or Service are in compliance with all applicable laws, ordinances, rules, regulations and requirements related to the development, use, operation and distribution of the System or Service (e.g. any notice and consent requirements related to selection, use and handling of data used to develop such System or Service).  You must also ensure that you use, operate and distribute the System or Service in a responsible and ethical manner. 9.　　EXCLUSION OF ANTI - SOCIAL FORCES 9.1 You respectively represent and warrant that any board members, executive officers or other employees substantially involved in the management of, leading shareholders, or sponsors of your entity, are not a gang, a gang member, an individual that left a gang within the last five (5) years, a quasi-member of a gang, a gang affiliate or group, soukaiya, a blackmailer camouflaged as a social movement activist, a special intelligent violent group, or any other groups or persons equivalent to any of the above (hereinafter referred to collectively as the “Anti-Social Forces”) and that you do not fall under any of the following categories, and warrant that you will not fall under any of the following categories in the future: (a) You have relationships where Anti-Social Forces are recognized to control the management; (b) You have relationships where Anti-Social Forces are recognized to be substantially involved in the management; (c) You have relationships in which such Users are recognized to be using illegal Anti-Social Forces; for example, for the purpose of acquiring wrongful gain for itself or a third party, or for the purpose of inflicting damage on a third party; (d) You provide funds or benefits to Anti-Social Forces; or (e) Your officers or persons substantially involved in its management have socially reprehensible relationships with Anti-Social Forces. 9.2 You respectively warrant that you will not engage in any of the following actions, either by themselves or through the use of a third party: (a) violent demands; (b) unlawful and unjust demands; (c) threatening behavior or use of violence in connection with this Agreement; (d) spreading rumors, damaging the reputation of Sony by using fraudulent means or force, or obstructing the service of Sony; and (e) any other actions equivalent to any of the foregoing. 9.3. If you fall under any of the categories in Section 9.1, conduct any actions as set forth in Section 9.2, or make any false statement concerning their representations and warranties as set in Section 9.2 of this Agreement, Sony may terminate this Agreement without any written notice, regardless of any ground attributable to Sony. 9.4. You acknowledge and agree that if Sony terminates the Agreements in accordance with Section 9.3, Sony will not be responsible to compensate you for any damage caused by the termination of this Agreement. 10.　　GENERAL 10.1 Notices. All notices, consents and other communications required or permitted to be given under this Agreement will be in writing and delivered by e-mail, by confirmed facsimile transmission, by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices, consents and communications will be sent to such addresses as set forth in the introductory clause hereof or to such other address as may be specified by either party to the other party in accordance with this Section. 10.2 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of Japan, without regards to conflict of laws provisions. Any dispute arising out of this Agreement shall be subject to the exclusive venue of the Tokyo District Court in Japan, and the parties hereby consent to the venue and jurisdiction of such courts. 10.3 Force Majeure. Sony shall not be liable for any delay or failure in its performance under this Agreement resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 10.4 Severability. In the event that any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or court decisions. 10.5 Waiver. Except as expressly provided herein, any failure or any delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Waivers of any covenant, term or condition contained in this Agreement by a party shall not be effective unless the waiver is in a writing signed on behalf of such party, and shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by a party to or of any act by the other party shall not be deemed such party’s consent or approval to or of any subsequent similar acts. 10.6 Assignment. Neither this Agreement nor any of the rights and obligations hereunder shall be assignable or transferable, in whole or in part, to any third party without prior written consent of the other party. Any assignment or attempted assignment in violation of the provisions of this Section 10.6 shall be null and void. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the successors, representatives, and administrators of the parties. Notwithstanding the foregoing, Sony may, without your prior written consent, assign and transfer this Agreement, including the rights and obligations thereunder, to a third party. 10.7 Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 10.8 Entire Agreement. This Agreement, including the Exhibit A attached hereto and all documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes and replaces all prior or contemporaneous communications, discussions, understandings or agreements, written or oral, regarding the subject matter hereof. 10.9 Amendment SONY RESERVES THE RIGHT TO AMEND ANY OF THE TERMS OF THIS AGREEMENT AT ITS SOLE DISCRETION, BY SONY’S DESIGNATED WEB SITE, BY EMAIL NOTIFICATION TO AN EMAIL ADDRESS PROVIDED BY YOU, BY PROVIDING NOTICE AS PART OF THE PROCESS IN WHICH YOU OBTAIN UPGRADES/UPDATES OR BY ANY OTHER LEGALLY RECOGNIZABLE FORM OF NOTICE. If you do not agree to the amendment, you should promptly contact Sony for instructions. Your continued use of the SOFTWARE after the effective date of any such notice shall be deemed your agreement to be bound by such amendment. 10.10 Internet Connectivity and Third-Party Services　You acknowledge and agree that access to certain SOFTWARE features may require an internet connection for which you are solely responsible. Further, you are solely responsible for (i) payment of any third party fees associated with your internet connection, including but not limited to internet service provider, cloud service provider or airtime charges and (ii) establishment and maintenance of secured internet connection. Operation of the SOFTWARE may be limited or restricted depending on the capabilities, bandwidth or technical limitations of your internet connection and cloud service provided by the third party. The provision, quality and security of such internet connectivity and cloud service are the sole responsibility of the third party providing such service. 10.11 Consent to Use Information, Data Security　Sony, its partners and agents may collect certain information from you with your consent, and may transfer, process and store such information in accordance with Sony’s applicable privacy policies separately designated by Sony through Azure Marketplace. Information may be processed, stored or transferred to Sony, THIRD-PARTY LICENSORS or its agents which are located in countries outside of your country of residence. Data protection and information privacy laws in certain countries may not offer the same level of protection as your country of residence and you may have fewer legal rights in relation to information processed and stored in, or transferred to, such countries. Sony will use reasonable efforts to take technical and organizational steps designed to prevent unauthorized access to or disclosure of information; however, no method of transmission over the internet or method of electronic storage is 100% secure. Therefore, Sony does not warrant such steps will eliminate all risk of misuse of such information and cannot guarantee the absolute security of information. 10.12 Third-Party Beneficiaries　Each THIRD-PARTY LICENSOR is an express intended third-party beneficiary of, and shall have the right to enforce, each provision of this Agreement with respect to the SOFTWARE of such party. Should you have any questions concerning this Agreement, you may contact Sony by writing to Sony at applicable contact address of each area or country. For clarity, Microsoft is not a third-party beneficiary of this Agreement and you are not a third-party beneficiary of any contract between Sony and Microsoft. Copyright © 2022 Sony Semiconductor Solutions Corporation Exhibit A Functions of the SOFTWARE provided by Sony ・Device provisioning ・Deployment ・Model Retrainer ・Device control ・Insight Monitoring ・AI model management